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                                                                    EXHIBIT 10.6

                AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER


         This Amended and Restated Agreement and Plan of Merger (the
"Agreement"), dated as of August 31, 1998, is made by and between The Peoples
Publishing Group, Inc., a Delaware corporation ("PPG"), and Concourse
Corporation, a Minnesota corporation ("Concourse") and Peoples Acquisition
Corporation, a Minnesota corporation and wholly-owned subsidiary of Concourse
("PAC").

                                   BACKGROUND

         Concourse is currently engaged in the business of providing consulting
services and publishing educational materials (the "Concourse Business"). PPG is
in the educational publishing business (the "PPG Business"). On June 4, 1998,
Concourse and PPG entered into a Merger Agreement, and effective August 31,
1998, amended and restated the Merger Agreement to reflect the structure and
terms contained in this Agreement.

         The Boards of Directors of Concourse and PPG have each determined that
it is in the best interest of their respective shareholders for PAC to merge
with and into PPG, which merger will be accomplished upon the terms and subject
to the conditions set forth in this Agreement and in the Plan of Merger attached
as Exhibit A.

         It is the intention of the parties that, following the merger (taking
into consideration the effect of any exercise of outstanding options for capital
stock), PPG shareholders shall collectively hold approximately 95% of the voting
power of the issued and outstanding capital stock of Concourse in the form of
capital stock convertible into common stock; Concourse shareholders shall
collectively hold approximately 5% of the voting power of such issued and
outstanding capital stock in the form of existing common stock; and that the
Concourse capital stock held by the PPG shareholders shall be convertible into a
number of shares of Concourse common stock equal to its voting power.

         Now, therefore, the parties agree as follows:


                                      TERMS

1.       THE MERGER

         1.1      TERMS OF THE MERGER. Subject to the terms and conditions of
                  this Agreement, at the Effective Time (as defined in Section
                  1.3):




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                  (A)      THE MERGER. PAC will be merged with and into PPG (the
                           "Merger") in accordance with the Delaware General
                           Corporation Law (the "DGCL") and the Minnesota
                           Business Corporation Act (the "MBCA"). The separate
                           existence of PAC will cease, and PPG will continue as
                           the surviving corporation (the "Surviving
                           Corporation").

                  (B)      CERTIFICATE AND BYLAWS OF SURVIVING CORPORATION. The
                           Certificate of Incorporation and Bylaws of the
                           Surviving Corporation will initially be the same as
                           the Certificate of Incorporation and Bylaws,
                           respectively of PPG in effect immediately prior to
                           the Merger.

                  (C)      DIRECTORS AND OFFICERS OF SURVIVING CORPORATION. The
                           directors of the Surviving Corporation will be the
                           directors of PPG immediately prior to the Merger, and
                           the officers of the Surviving Corporation will be the
                           officers of PPG immediately prior to the Merger.

                  (D)      CONVERSION OF PPG COMMON STOCK. Each share of common
                           stock, $.001 par value, of PPG ("PPG Common Stock")
                           outstanding immediately prior to the Effective Time
                           will, by virtue of the Merger and without any action
                           on the part of the holder thereof, be converted into
                           one (1) share of newly authorized $.01 par value 1998
                           Convertible Stock of Concourse ("1998 Convertible
                           Stock"), the terms of which are more particularly
                           described in the attached Exhibit 1.1(D).

                  (E)      CONVERSION OF PPG PREFERRED STOCK. Each share of 1990
                           Redeemable Cumulative Convertible preferred stock,
                           $.001 par value, of PPG (the "1990 Preferred Shares)
                           outstanding immediately prior to the Effective Time,
                           will, by virtue of the Merger and without any action
                           on the part of the holder thereof, be converted into
                           one (1) share of newly created 1990 Convertible Stock
                           of Concourse (the "1990 Convertible Stock"), the
                           terms and conditions of which are described on the
                           attached Exhibit 1.1(E), and each share of 1993
                           Redeemable Cumulative Convertible preferred stock,
                           $.001 par value, of PPG (the "1993 Preferred Shares")
                           (the 1990 Preferred Shares, together with the 1993
                           Preferred Shares, are referred to herein as the "PPG
                           Preferred Stock"), outstanding immediately prior to
                           the Effective Time will, by virtue of the Merger and
                           without any action on the part of the holder thereof,
                           be converted into one (1) share of newly created 1993
                           Convertible Stock of Concourse (the "1993 Convertible
                           Stock"), the terms and conditions of which are
                           described on the attached Exhibit 1.1(E) (the 1990
                           Convertible Stock, together with the 1993 Convertible
                           Stock and the 1998 Convertible Stock are referred to
                           herein as the "Concourse Convertible Stock").



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                  (F)      CONVERSION OF PPG OPTIONS. Each option to purchase
                           PPG Common Stock pursuant to PPG's 1993 Stock Option
                           Plan (the "PPG Stock Options") outstanding
                           immediately prior to the Effective Time, will, by
                           virtue of the Merger and without any action on the
                           part of the holder thereof, be converted into an
                           option to purchase 21.75 shares of Concourse Common
                           Stock at an exercise price equal to 1/21.75 of the
                           exercise price of the PPG stock options immediately
                           prior to the Effective Time, and otherwise on terms
                           and conditions identical to the PPG Stock Options
                           (the Concourse Options") and pursuant to an option
                           plan of Concourse substantially identical to the PPG
                           1993 Stock Option Plan.

                  (G)      EFFECT OF MERGER. All of the respective property,
                           rights, privileges, powers and franchises of PAC and
                           PPG will vest in the Surviving Corporation, and all
                           of the respective debts, liabilities and duties of
                           PAC and PPG will become the debts, liabilities and
                           duties of the Surviving Corporation. The Merger will
                           have all of the effects provided by applicable law."

         1.2      DEFINITION OF MERGER CONSIDERATION. The 1998 Convertible
                  Stock, 1990 Convertible Stock, and the 1993 Convertible Stock
                  being issued upon conversion of PPG Common Stock and PPG
                  Preferred Stock, respectively, together with the Concourse
                  Options being issued upon conversion of the PPG Stock Options,
                  shall collectively be referred to herein as the "Merger
                  Consideration."

         1.3      FILING OF ARTICLES OF MERGER. As soon as practicable after
                  satisfaction, or, to the extent permitted under this
                  Agreement, the written waiver, of all conditions to the Merger
                  set forth in Section 3, the parties must cause the Merger to
                  be consum mated by filing appropriate articles of merger (the
                  "Articles of Merger") with each of the Minnesota Secretary of
                  State and the Delaware Secretary of State, in such form as
                  required by, and executed in accordance with, the relevant
                  provisions of the MBCA and the DGCL, and the parties must make
                  all other filings or recordings required by the MBCA and the
                  DGCL in connection with the Merger and the transactions
                  contemplated by this Agreement. The Merger is effective when
                  the Articles of Merger are duly filed with the Minnesota
                  Secretary of State and the Delaware Secretary of State or such
                  later date as may be set forth in the Articles of Merger (the
                  "Effective Time").

         1.4      "NEW SHARE CERTIFICATES; TREATMENT OF PPG AND PAC SHARES.
                  Promptly following the Effective Time, Concourse shall issue
                  to holders of PPG Common Stock and PPG Preferred Stock,
                  certificates representing one (1) share of 1998 Convertible
                  Stock, 1990 Convertible Stock, and 1993 Convertible Stock, in
                  exchange for each outstanding certificate representing one
                  share of PPG Common Stock and PPG Preferred Stock, as
                  applicable, and the certificates representing PPG Common Stock
                  and PPG Preferred Stock shall be canceled. All shares of PAC
                  common stock


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                  which at the Effective Time are issued and outstanding shall,
                  by virtue of the Merger, become an equal number of shares of
                  the Surviving Corporation."


2.       CLOSING. Unless otherwise terminated under Section 10 or agreed by PPG 
and Concourse, the closing (the "Closing") of the Merger will be held at the
offices of Lindquist & Vennum P.L.L.P., 4200 IDS Center, Minneapolis, MN 55402,
at a time and date agreed by the parties, which shall be promptly following
satisfaction of the Closing Conditions in Section 3 hereof (the "Closing Date").

3.       CLOSING CONDITIONS.

         3.1      PPG'S OBLIGATIONS. The obligation of PPG to consummate the
                  Merger is subject to the satisfaction, or written waiver by
                  PPG, of all of the following conditions as of the Closing
                  Date:

                  (A)      REPRESENTATIONS AND WARRANTIES. The representations
                           and warranties made by Concourse in this Agreement
                           must be true and correct as of the date of this
                           Agreement and, except as specifically contemplated by
                           this Agreement, on and as of the Closing Date as
                           though made on and as of the Closing Date, and
                           Concourse must have performed or complied in all
                           material respects with all obligations and covenants
                           required by this Agreement to be performed or
                           complied with by Concourse by the Closing Date.

                  (B)      NO ADVERSE ACTIONS. There must be no injunction or
                           order of any court or administrative agency of
                           competent jurisdiction in effect as of the Closing
                           Date which restrains or prohibits the Merger;

                  (C)      OPINION OF COUNSEL. Concourse must have delivered to
                           PPG an opinion dated as of the Closing Date of
                           Frommelt & Eide, Ltd., counsel for Concourse, as to
                           the matters set forth in Exhibit 3.1(C), which
                           opinion must be reasonably satisfactory to PPG;

                  (D)      MODIFICATIONS OF SCHEDULES. All modifications made by
                           Concourse to the Schedules to this Agreement, taken
                           as a whole, must not be material to the Concourse
                           Business, taken as a whole;

                  (E)      DOCUMENTATION. Concourse must have delivered to PPG
                           all documents as are specifically required under this
                           Agreement to be delivered by Concourse to PPG, in a
                           form and substance reasonably satisfactory to PPG;

                  (F)      [Reserved]



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                  (G)      FINANCIAL AUDIT. Concourse shall have caused an
                           accounting firm acceptable to PPG to conduct
                           financial audits of Concourse for its fiscal years
                           1995, 1996 and 1997, and the audited balance sheet of
                           Concourse as of December 31, 1997 shall not vary
                           materially and adversely from the unaudited balance
                           sheet provided in Schedule 3.1(G) (the "1997
                           Unaudited Balance Sheet");

                  (H)      SEC AND OTHER REQUIRED FILINGS. Concourse shall have
                           caused any and all filings to be made with the
                           Securities and Exchange Commission (the "SEC") which
                           are necessary to be considered by the SEC as current
                           in its SEC filings as of the Closing Date and PPG's
                           legal counsel must have concurred that Concourse has
                           achieved such current status;

                  (I)      [Reserved]

                  (J)      RESIGNATION OF CONCOURSE OFFICERS AND DIRECTORS. At
                           Closing, Concourse shall deliver to PPG the written
                           resignation of each officer and director of
                           Concourse, with the exception of William Hultgren,
                           and resolutions appointing John C. Bergstrom, Tony J.
                           Christianson, Roy Mayers, Diane M. Miller, and James
                           J. Peoples, as new Concourse directors.

                  (K)      [Reserved]

                  (L)      INVESTMENT BANKING SUPPORT. PPG shall be satisfied in
                           its sole discretion, with the general reputation of
                           Concourse in the investment banking community, and
                           that there exists a reasonable prospect of the
                           Surviving Corporation achieving a listing on the
                           Nasdaq system (assuming sufficient additional capital
                           investment) within a year of the Effective Time.

         3.2      CONCOURSE'S OBLIGATION. The obligation of Concourse to
                  consummate the Merger is subject to the satisfaction or
                  written waiver by Concourse of all of the following conditions
                  as of the Closing Date:

                  (A)      REPRESENTATIONS AND WARRANTIES. The representations
                           and warranties of PPG made in this Agreement must be
                           true and correct as of the date of this Agreement and
                           on and as of the Closing Date, as though made on and
                           as of the Closing Date, and PPG, must have performed
                           or complied in all material respects with all
                           obligations and covenants required by this Agreement
                           to be performed or complied with by PPG by the
                           Closing Date;

                  (B)      NO ADVERSE ACTIONS. There must be no injunction or
                           order of any court or administrative agency of
                           competent jurisdiction in effect as of the Closing
                           Date which restrains or prohibits the Merger;


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                  (C)      OPINION OF COUNSEL. PPG must have delivered to
                           Concourse an opinion dated as of the Closing Date of
                           Lindquist & Vennum, P.L.L.P., counsel for PPG, as to
                           the matters set forth in Exhibit 3.2(C), which
                           opinion must be reasonably satisfactory to Concourse;

                  (D)      DOCUMENTATION. PPG must have delivered to Concourse
                           all documents as are specifically required under this
                           Agreement to be delivered by PPG to Concourse, all in
                           a form and substance reasonably satisfactory to
                           Concourse.

                  (E)      [Reserved]

4.       REPRESENTATIONS AND WARRANTIES OF CONCOURSE. Concourse represents and
         warrants to PPG as follows:

         4.1      ORGANIZATION AND AUTHORITY. Concourse is, or will be prior to
                  the Closing Date, a corporation duly organized, validly
                  existing and in good standing under the laws of the State of
                  Minnesota, and is, or will prior to the Closing Date, be
                  qualified as a foreign corporation in every jurisdiction where
                  failure to so qualify would result in a Material Adverse
                  Effect on Concourse. All corporate acts and proceedings
                  required to be taken by Concourse to authorize the execution,
                  delivery and performance of, and the consummation of the
                  transactions contemplated by this Agreement have been duly and
                  properly taken.

         4.2      DUE EXECUTION. This Agreement has been duly executed and
                  delivered by Concourse and constitutes a valid and binding
                  obligation of Concourse, enforceable against Concourse in
                  accordance with its terms.

         4.3      NO CONFLICTS. The execution and delivery of this Agreement
                  does not, and the consummation of the transactions
                  contemplated by, and the compliance with the terms of this
                  Agreement will not, conflict with, or result in any violation
                  of or default (with or without notice or lapse of time, or
                  both) under, or give rise to a right of termination,
                  cancellation or acceleration of any obligation or to loss of a
                  benefit under, or require any consent, authorization or
                  approval under

                  (A)      any provision of the articles of incorporation or
                           bylaws of Concourse,

                  (B)      any Material Contract, or

                  (C)      any judgment, order or decree or any statute, law,
                           ordinance, rule or regulation applicable to the
                           Concourse Business, other than those that may be
                           required solely by reason of PPG's (as opposed to any
                           other party's) participation in the transactions
                           contemplated by this Agreement; and


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                           necessary filings with the Secretary of State of
                           Minnesota in connection with the Merger.

         4.4      GOVERNMENTAL CONSENTS. No consent, approval, license, permit,
                  order or authorization of, or registration, declaration or
                  filing with, any court, administrative agency or commission or
                  other governmental authority or instrumentality, domestic or
                  foreign, is required to be obtained or made by or with respect
                  to Concourse in connection with the execution and delivery of
                  this Agreement, or the consummation by Concourse of the
                  transactions contemplated by this Agreement, other than: those
                  that may be required solely by reason of PPG's (as opposed to
                  any other party's) participation in the transactions
                  contemplated by this Agreement; necessary filings with the
                  Secretary of State of Delaware and Minnesota in connection
                  with the Merger; such filings as may be required pursuant to
                  Section 14 of the Securities Exchange Act of 1934 and the
                  regulations thereunder; and such filings and approvals as may
                  be applicable under state securities laws.

         4.5      CAPITALIZATION. There are 2,688,585 shares of the $0.01 par
                  value common stock (the "Concourse Stock") currently
                  outstanding, which constitutes 100% of the currently issued
                  and outstanding capital stock of Concourse. All of the issued
                  and outstanding shares of the capital stock of Concourse are
                  validly issued, fully paid and nonassessable. There are
                  4,000,000 shares of undesignated stock, of which 1,300,000
                  shares have been duly designated in compliance with Minnesota
                  law as 1990 Convertible Stock, 700,000 shares have been
                  designated as 1993 Convertible Stock, and 600,000 shares have
                  been designated as 1998 Convertible Stock. There are no
                  outstanding subscriptions, options, warrants, calls, rights,
                  convertible securities or other agreements or commitments of
                  any character relating to the capital stock of Concourse, or
                  any other securities of Concourse or otherwise obligating
                  Concourse to issue, transfer, register or sell any such
                  securities, except for the obligation to issue approximately
                  378,927 shares of Concourse Stock for services rendered to
                  Concourse, which shares will be issued prior to the Closing
                  and except for the obligation to issue Concourse options to
                  PPG option holders as contemplated by this Agreement. With the
                  exception of PAC, Concourse does not hold, directly or
                  indirectly, any outstanding equitable, legal or beneficial
                  interests in any corporation or other entity. All shares of
                  the Concourse capital stock and options received by PPG
                  shareholders as contemplated by this Amendment shall be duly
                  authorized, validly issued, fully paid, non-assessable shares
                  not subject to any preemptive rights.

         4.6      NO RESTRICTIONS. Other than transfer restrictions imposed by
                  applicable state or federal securities laws, or by contracts
                  which will be terminated on or prior to the Closing Date,
                  there are no transfer restrictions, subscriptions, options,
                  warrants, rights, calls, contracts, voting trusts, irrevocable
                  proxies, voting arrangements, commitments, understandings or
                  agreements which have been imposed, issued or


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                  entered into by Concourse, and which relate to the sale,
                  voting or transfer of any of the shares of the capital stock
                  of Concourse, except as disclosed in this Agreement. To the
                  knowledge of Concourse, and except as otherwise provided
                  herein, there are no agreements among Concourse shareholders
                  relating to the sale, voting or transfer of any capital stock
                  of Concourse.

         4.7      FINANCIAL STATEMENTS. The 1997 Unaudited Balance Sheet has
                  been prepared in accordance with the applicable books and
                  records of Concourse, and fairly represents the financial
                  condition of Concourse as of December 31, 1997, subject to
                  changes in subsequent periods occurring in the ordinary course
                  of business.

         4.8      UNDISCLOSED LIABILITIES. Concourse has no liabilities or
                  obligations, except for (i) those reflected on or reserved
                  against in the 1997 Unaudited Balance Sheet; (ii) those
                  incurred in the ordinary course of business since December 31,
                  1997; (iii) those set forth on any Schedule to this
                  Agreement;(iv) those which would not have a Material Adverse
                  Effect on Concourse; or (v) those incurred as expenses in
                  connection with the contemplated Merger (not to exceed $5,000
                  as contemplated by Section 7.2; the remaining Merger expenses
                  have been paid with the proceeds of the Loan referred to in
                  Section 7.1).

         4.9      ABSENCE OF CERTAIN CHANGES. Since December 31, 1997, Concourse
                  has incurred no debts, obligations or liabilities, absolute,
                  accrued or contingent and whether due or to become due, except
                  in the ordinary course of business, none of which would have a
                  Material Adverse Effect on Concourse; paid no obligation or
                  liability, or discharged or satisfied any Liens other than in
                  the usual and ordinary course of business; entered into no
                  Material Contract other than in the ordinary course of
                  business; declared or made no payment to or distribution to
                  its shareholders as such, or purchased or redeemed none of its
                  shares of capital stock or obligated itself to do so;
                  mortgaged, pledged or subjected to Lien no material asset of
                  Concourse except in the ordinary course of business; sold,
                  transferred or leased no material asset except in the ordinary
                  course of business; suffered no physical damage, destruction
                  or loss not covered by insurance which would have a Material
                  Adverse Effect on Concourse; encountered no strike or labor
                  union organizing activities, or issued or sold any shares of
                  capital stock or other securities or granted any options with
                  respect thereto; nor has Concourse agreed to do any of the
                  foregoing, other than as disclosed in or as part of this
                  Agreement.

         4.10     TITLE TO PROPERTIES AND ENCUMBRANCES. Concourse has good and
                  valid title to all of its properties and assets, including
                  without limitation the properties and assets reflected in the
                  1997 Unaudited Balance Sheet.

         4.11     CONTRACTS. Concourse has no Material Contracts as of the
                  Effective Time.



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         4.12     INTELLECTUAL PROPERTY. Concourse owns no material Intellectual
                  Property. Neither the Business nor any products sold by the
                  Business infringes on the intellectual property rights of any
                  Person. No claims are pending or, to the knowledge of
                  Concourse, threatened in writing against Concourse by any
                  Person with respect to the ownership, validity, enforceability
                  or use of any of the Intellectual Property or otherwise
                  challenging or questioning the validity or effectiveness of
                  any of the Intellectual Property.

         4.13     LITIGATION.

                  (A)      There are no claims, actions, suits, proceedings or
                           investigations pending or, to the knowledge of
                           Concourse, threatened against Concourse before any
                           court or any administrative, governmental or
                           regulatory body or authority, domestic or foreign;

                  (B)      Except as reflected on Schedule 4.13(B), neither
                           Concourse nor any of its officers, directors, agents
                           or employees (in their capacities as such) is subject
                           to any order, judgment, injunction or decree relating
                           to the Concourse Business;

                  (C)      No complaint has been filed, and there is no pending,
                           or to the knowledge of Concourse, threatened
                           proceeding or investigation, involving an alleged
                           violation of any federal, state, local or foreign law
                           related to the Concourse Business; and

                  (D)      To the knowledge of Concourse, there is no basis for
                           any such claim, action suit, proceeding,
                           investigation, order, judgment, injunction, decree or
                           complaint which could reasonably be expected to have
                           a Material Adverse Effect on the Concourse Business,
                           except as a result of the failure to file periodic
                           reports as required under the Securities Exchange Act
                           of 1934.

         4.14     COMPLIANCE WITH APPLICABLE LAWS.

                  (A)      NON-ENVIRONMENTAL MATTERS. Concourse is being
                           operated in compliance with all applicable statutes,
                           laws, ordinances, rules, orders and regulations of
                           any governmental authority or instrumentality,
                           domestic or foreign.

                  (B)      ENVIRONMENTAL MATTERS. Concourse has received no
                           communication from a governmental authority that
                           alleges that the Concourse Business is not in
                           compliance with any Environmental Laws, including the
                           rules and regulations relating thereto; the Concourse
                           Business is in compliance with the Environmental Laws
                           and all permits, licenses and governmental


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                           authorizations required to be held by Concourse to
                           conduct the Concourse Business under Environmental
                           Laws.

                  (C)      PERMITS. Other than a state of Minnesota Sales and
                           Use Tax permit, there are no material permits,
                           licenses or governmental authorizations required and
                           relating to the current conduct of the Concourse
                           Business.

         4.15     TAXES. Concourse has timely filed all tax or assessment
                  reports and tax returns that are required by any law or
                  regulation to be filed by Concourse, and all those reports and
                  returns are accurate in all respects. Concourse has duly paid
                  or deposited all taxes due and payable pursuant to those
                  reports and returns, or which have been assessed against
                  Concourse or which Concourse is obligated to withhold from
                  amounts owing to any employee. All material taxes relating to
                  the current year operations through the end of the most
                  recently concluded fiscal month of Concourse prior to the
                  Closing Date have been accrued or reflected in the books and
                  records of Concourse. No taxing or assessment authority has
                  indicated to Concourse any intent to conduct an audit or other
                  investigation or asserted any unresolved deficiencies with
                  respect to tax liabilities of Concourse for any period and
                  Concourse has no knowledge of any facts or circumstances which
                  would give rise thereto.

         4.16     LABOR RELATIONS.  Concourse has no:

                  (A)      unfair labor practice charge or complaint or other
                           proceeding pending or, to its knowledge, threatened
                           against it before the National Labor Relations Board;

                  (B)      labor strike, slowdown or stoppage pending or, to the
                           knowledge of Concourse, threatened against or
                           affecting it;

                  (C)      pending collective bargaining negotiations relating
                           to the employees of Concourse;

                  (D)      pending petitions for recognition of a labor union or
                           association as the exclusive bargaining agent for any
                           or all of the employees of Concourse, and, to the
                           knowledge of Concourse, there has not been any
                           general solicitation of representation cards by any
                           union seeking to represent the employees of Concourse
                           as their exclusive bargaining agent;

                  (E)      collective bargaining agreements; or

                  (F)      material arbitrations, grievances, suits or
                           administrative proceedings before any government
                           entity relating to labor or employment matters
                           involving any employees of Concourse.


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         4.17     ERISA.

                  (A)      PLANS. Schedule 4.17 accurately identifies all Plans
                           in existence on the date of this Agreement or at any
                           time during the history of Concourse. Concourse has
                           delivered or caused to be delivered to PPG a copy of
                           each Plan; and (i) no Plan has been terminated within
                           the past twenty-four months; and, (ii) there is no
                           investigation, action, suit, arbitration or other
                           legal, administrative or other proceeding pending, or
                           to the knowledge of Concourse, threatened, against
                           any Plan or any assets of any Plan.

                  (B)      COMPLIANCE. Each Plan is in compliance in all
                           material respects with all applicable provisions of
                           the Employee Retirement Income Security Act of 1974,
                           as amended ("ERISA"), and the Internal Revenue Code
                           of 1986, as amended (the "Code"), as well as each
                           Plan's terms and conditions. There have been no
                           "prohibited transactions" and no "reportable events"
                           within the meaning of the ERISA and the Code within
                           the last twenty-four months with respect to any Plan.
                           Concourse has incurred no "accumulated funding
                           deficiency" within the meaning of ERISA nor any
                           liability to the Pension Benefit Guaranty Corporation
                           in connection with a Plan (or other benefit that the
                           Pension Benefit Guaranty corporation has elected to
                           insure).

         4.18     BROKERS OR FINDERS. Concourse has not engaged the services of
                  any broker or finder with respect to the transactions
                  contemplated by this Agreement.

         4.19     TRANSACTIONS WITH AFFILIATES. Other than as specified in
                  Schedule 4.19, no director or officer of Concourse (i) has any
                  contractual relationship or arrangements with, or commitments
                  to, nor has any claim against Concourse; (ii) has any direct
                  or indirect interest in any right, property or assets which
                  are used by Concourse in the conduct of its business; or (iii)
                  owns any securities of, or has any direct or indirect interest
                  in, any entity which conducts a material amount of business
                  with Concourse.

         4.20     ADDITIONAL ACQUISITION CORPORATION REPRESENTATIONS AND
                  WARRANTIES. As applicable, the foregoing representations and
                  warranties in this Section 4 shall be deemed to be made by
                  Concourse on behalf of Concourse and PAC. In addition,
                  Concourse makes the following representations and warranties
                  for PAC:

                  (A)      ORGANIZATION AND AUTHORITY. PAC is a corporation duly
                           organized, validly existing and in good standing
                           under the laws of the State of Minnesota, and is
                           qualified as a foreign corporation in every
                           jurisdiction where failure to so qualify would result
                           in a Material Adverse Effect on Concourse or PAC. All
                           corporate acts and proceedings required to be taken
                           by PAC to authorize the execution, delivery and
                           performance of, and the consummation of the


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                           transactions contemplated by this Amendment have been
                           duly and properly taken.

                  (B)      CAPITALIZATION. There are 1,000 shares of the $0.01
                           par value common stock authorized, of which 100
                           shares will be issued or outstanding and held of
                           record and beneficially owned by Concourse. There are
                           and will be no outstanding subscriptions, options,
                           warrants, calls, rights, convertible securities or
                           other agreements or commitments of any character
                           relating to the capital stock of PAC, or any other
                           securities of PAC or otherwise obligating of PAC to
                           issue, transfer, register or sell any such
                           securities. PAC does not and will not hold, directly
                           or indirectly, any outstanding equitable, legal or
                           beneficial interests in any corporation or other
                           entity.

                  (C)      DUE EXECUTION. This Agreement has been duly executed
                           and delivered by PAC and constitutes a valid and
                           binding obligation of PAC, enforceable against PAC in
                           accordance with its terms.

                  (D)      NO CONFLICTS. The execution and delivery of this
                           Agreement does not, and the consummation of the
                           transactions contemplated by, and the compliance with
                           the terms of this Agreement will not, conflict with,
                           or result in any violation of or default (with or
                           without notice or lapse of time, or both) under, or
                           give rise to a right of termination, cancellation or
                           acceleration of any obligation or to loss of a
                           benefit under, or require any consent, authorization
                           or approval under

                           (i)      any provision of the articles of
                                    incorporation or bylaws of PAC,

                           (ii)     any Material Contract, or

                           (iii)    any judgment, order or decree or any
                                    statute, law, ordinance, rule or regulation
                                    applicable to the Concourse Business, other
                                    than those that may be required solely by
                                    reason of PPG's (as opposed to any other
                                    party's) participation in the transactions
                                    contemplated by this Agreement; and
                                    necessary filings with the Secretary of
                                    State of Minnesota in connection with the
                                    Merger.

                  (E)      NO ASSETS OR LIABILITIES. PAC has no assets,
                           liabilities, or business other than as may be
                           required to effect the Merger.

5. REPRESENTATIONS AND WARRANTIES OF PPG. PPG represents and warrants to
Concourse as follows:

         5.1      ORGANIZATION AND AUTHORITY. PPG is a corporation duly
                  organized, validly existing and in good standing under the
                  laws of the state of Delaware. PPG is duly qualified


                                       12

<PAGE>   13



                  as a foreign corporation in every jurisdiction where failure
                  to so qualify would result in a Material Adverse Effect on
                  PPG. All corporate acts and proceedings required to be taken
                  by PPG to authorize the execution, delivery and performance of
                  the transactions contemplated by this Agreement have been duly
                  and properly taken.

         5.2      DUE EXECUTION. This Agreement has been duly executed and
                  delivered by PPG and constitutes a valid and binding
                  obligation of PPG, enforceable in accordance with its terms.

         5.3      NO CONFLICTS. Except as identified in Schedule 5.3, the
                  execution and delivery of this Agreement does not, and the
                  consummation of the transactions contemplated by, and the
                  compliance with the terms of this Agreement will not conflict
                  with, or result in any violation of or default (with or
                  without notice or lapse of time, or both) under, or give rise
                  to a right of termination, cancellation or acceleration of any
                  obligation or to loss of a benefit under, or result in the
                  creation of any Lien upon any of the properties or assets of
                  PPG under any provision of, or require any consent,
                  authorization or approval under

                  (A)      any provision of the articles of incorporation or
                           bylaws of PPG;

                  (B)      any Material Contract, agreement, instrument or other
                           document to which PPG is a party or by which its
                           properties or assets are bound; or

                  (C)      any judgment, order or decree or any material
                           statute, law, ordinance, rule or regulation
                           applicable to PPG or its assets, other than those
                           that may be required solely by reason of Concourse's
                           (as opposed to any other party's) participation in
                           the transactions contemplated by this Agreement and
                           necessary filings with the Secretary of State of
                           Minnesota or of Delaware in connection with the
                           Merger.

         5.4      GOVERNMENTAL CONSENTS. No consent, approval, license, permit,
                  order or authorization of, or registration, declaration or
                  filing with, any court, administrative agency or commission or
                  other governmental authority or instrumentality, domestic or
                  foreign, is required to be obtained or made by or with respect
                  to PPG in connection with the execution and delivery of this
                  Agreement, or the consummation by PPG of the transactions
                  contemplated by this Agreement, other than those that may be
                  required solely by reason of Concourse's (as opposed to any
                  other party's) participation in the transactions contemplated
                  by this Agreement; and necessary filings with the Secretary of
                  State of Minnesota or of Delaware in connection with the
                  Merger.

         5.5      CAPITALIZATION. Schedule 5.5 accurately identifies and sets
                  forth all of the authorized capital stock of PPG and the
                  rights of the holders thereof, the number of shares of such
                  capital stock outstanding, the record holders of that stock,
                  and the number of


                                       13

<PAGE>   14



                  options outstanding, as well as the record holders of such
                  options. The capital stock identified constitutes 100% of the
                  issued and outstanding capital stock of PPG. All of the issued
                  and outstanding shares of the capital stock are validly
                  issued, fully paid and nonassessable. Except as identified on
                  Schedule 5.5, there are no outstanding subscriptions, options,
                  warrants, calls, rights, convertible securities or other
                  agreements or commitments of any character relating to the
                  capital stock, or any other securities of PPG or otherwise
                  obligating PPG to issue, transfer, register or sell any such
                  securities. PPG does not hold, directly or indirectly, any
                  outstanding equitable, legal or beneficial interests in any
                  corporation or other entity.

         5.6      NO RESTRICTIONS. Other than transfer restrictions imposed by
                  applicable state or federal securities laws, or by contracts
                  which will be terminated on or prior to the Closing Date,
                  there are no transfer restrictions, subscriptions, options,
                  warrants, rights, calls, contracts, voting trusts, irrevocable
                  proxies, voting arrangements, commitments, understandings or
                  agreements which have been imposed, issued or entered into by
                  PPG and which relate to the sale, voting or transfer of any of
                  the shares of the capital stock of PPG, except as disclosed in
                  this Agreement.

         5.7      FINANCIAL STATEMENTS. The audited financial statements of PPG
                  for the years ended December 31, 1995, 1996 and 1997, attached
                  hereto as Schedule 5.7, fairly represent the financial
                  operations and condition of PPG for and as of the dates
                  indicated. The balance sheet of PPG as of December 31, 1997
                  (the "1997 PPG Balance Sheet") fairly represents the financial
                  condition of PPG as of that date, subject to changes in
                  subsequent periods occurring in the ordinary course of
                  business.

         5.8      UNDISCLOSED LIABILITIES. PPG has no liabilities or
                  obligations, except for (i) those reflected on or reserved
                  against in the 1997 PPG Balance Sheet; (ii) those incurred in
                  the ordinary course of business since December 31, 1997; (iii)
                  those set forth on any Schedule to this Agreement; (iv) those
                  which would not have a Material Adverse Effect on PPG; or (v)
                  those incurred as expenses in connection with the contemplated
                  Merger.

         5.9      ABSENCE OF CERTAIN CHANGES. Other than as disclosed in the
                  schedules to this Agreement, since December 31, 1997, PPG has
                  incurred no debts, obligations or liabilities, absolute,
                  accrued or contingent and whether due or to become due, except
                  in the ordinary course of business, none of which would have a
                  Material Adverse Effect on PPG; paid no obligation or
                  liability, or discharged or satisfied any Liens other than in
                  the usual and ordinary course of business; entered into no
                  Material Contract other than in the ordinary course of
                  business; declared or made no payment to or distribution to
                  its shareholders as such, or purchased or redeemed none of its
                  shares of capital stock or obligated itself to do so;
                  mortgaged, pledged or subjected to Lien no material asset of
                  PPG except in the ordinary course of business; sold,
                  transferred or leased no material asset except in the ordinary
                  course of business; suffered no physical damage, destruction
                  or loss not covered by insurance which


                                       14

<PAGE>   15



                  would have a Material Adverse Effect on PPG; encountered no
                  strike or labor union organizing activities, or issued or sold
                  any shares of capital stock or other securities or granted any
                  options with respect thereto; nor has PPG agreed to do any of
                  the foregoing, other than as disclosed in or as part of this
                  Agreement.

         5.10     TITLE TO PROPERTIES AND ENCUMBRANCES. PPG has good and valid
                  title to all of its properties and assets, including without
                  limitation the properties and assets reflected in the 1997
                  Unaudited Balance Sheet.

         5.11     [Reserved]

         5.12     BROKERS OR FINDERS. PPG has not engaged the services of any
                  broker or finder with respect to the transactions contemplated
                  by this Agreement.

         5.13     LITIGATION.

                  (A)      There are no claims, actions, suits, proceedings or
                           investigations pending or, to the knowledge of PPG,
                           threatened against PPG before any court or any
                           administrative, governmental or regulatory body or
                           authority, domestic or foreign;

                  (B)      Neither PPG nor any of its officers, directors,
                           agents or employees (in their capacities as such) is
                           subject to any order, judgment, injunction or decree
                           relating to the PPG Business;

                  (C)      No complaint has been filed, and there is no pending,
                           or to the knowledge of PPG, threatened proceeding or
                           investigation, involving an alleged violation of any
                           federal, state, local or foreign law related to the
                           PPG Business; and

                  (D)      To the knowledge of PPG, there is no basis for any
                           such claim, action suit, proceeding, investigation,
                           order, judgment, injunction, decree or complaint
                           which could reasonably be expected to have a Material
                           Adverse Effect on the PPG Business.

6.       COVENANTS OF CONCOURSE. Concourse covenants and agrees as follows:

         6.1      ACCESS. Prior to the Closing, Concourse shall give PPG, and
                  PPG's representatives, employees, counsel and accountants,
                  reasonable access, during normal business hours and upon
                  reasonable notice, to all personnel, properties, books and
                  records of Concourse.

         6.2      ORDINARY CONDUCT. Except as permitted by the terms of this
                  Agreement, from the date of this Agreement to the Closing
                  Date, Concourse will conduct the Concourse


                                       15

<PAGE>   16



                  Business in the ordinary course consistent with past practice.
                  Without the prior written consent of PPG, Concourse will not
                  do any of the following:

                  (A)      sell, lease, license or otherwise dispose of, or
                           agree to sell, lease, license or otherwise dispose
                           of, any interest in any of Concourse's assets that
                           are material, individually or in the aggregate, to
                           the Concourse Business, except with respect to the
                           transfer of assets as set forth in Schedule 4.11;

                  (B)      create, incur, assume or guarantee any indebtedness
                           for money borrowed or increase the amount of any
                           indebtedness outstanding under any line of credit,
                           loan agreement, mortgage, or other borrowing
                           arrangement in existence on the date of this
                           Agreement;

                  (C)      amend any existing Material Contract, or enter into
                           any new contract that would constitute a Material
                           Contract;

                  (D)      except as specifically contemplated in this
                           Agreement, declare or pay any dividend or other
                           distribution on its capital stock, issue or agree to
                           issue any such stock or other securities or redeem or
                           repurchase any of its securities; or

                  (E)      enter into any agreement to do any of the foregoing.

7.       COVENANTS OF PPG. PPG covenants and agrees as follows:

         7.1      LOAN TO CONCOURSE. PPG shall, promptly following the execution
                  of this Agreement, Loan to Concourse an aggregate of up to
                  $25,000 due one year from the date of this Agreement, with
                  interest at the rate of 8% per annum, which sum will be
                  applied by Concourse to pay the legal ($10,000 payable to
                  Frommelt & Eide upon execution of this Agreement) and
                  accounting ($10,000 payable to McGladrey & Pullen upon
                  execution of this Agreement) fees and expenses, and other
                  expenses (up to $5,000), incurred by Concourse in connection
                  with the negotiation and compliance with the terms of this
                  Agreement. If the Merger is not completed as a result of PPG's
                  action or failure to meet the closing obligations set forth in
                  Section 3.2 (including a termination pursuant to Section
                  3.1(L)), the Loan will be forgiven. The Loan will be evidenced
                  by a Note substantially in the form of the attached Exhibit
                  7.1.

         7.2      PAYMENT BY PPG OF CERTAIN CONCOURSE EXPENSES. Upon completion
                  of the Merger, PPG will honor and pay up to $5,000 of
                  Concourse legal expenses, (in addition to those paid with the
                  proceeds of the Loan, which Loan will be assumed by the
                  Surviving Corporation as a result of the Merger).


                                       16

<PAGE>   17




8. MUTUAL COVENANTS. The parties jointly and severally covenant and agree with
each other as follows:

         8.1      PUBLICITY. Concourse and PPG agree that, from the date of this
                  Agreement through the Closing Date, no public release or
                  announcement concerning the transactions contemplated by this
                  Agreement may be issued by Concourse, on the one hand, or PPG,
                  on the other, without the prior written consent of the other
                  parties (which consent may not be unreasonably withheld),
                  except as such release or announcement may be required by law,
                  in which case the party required to make the release or
                  announcement must allow the other party reasonable time to
                  comment on such release or announcement in advance of such
                  issuance.

         8.2      BEST EFFORTS; FURTHER ASSURANCES. Subject to the terms of this
                  Agreement, each party will use its best efforts to cause the
                  closing of the transactions contemplated in this Agreement to
                  occur by the Closing Date. From time to time, as and when
                  requested by any party, any other party must execute and
                  deliver, or cause to be executed and delivered, all such
                  documents and instruments and must take, or cause to be taken,
                  all such further or other actions, as such other party may
                  reasonably deem necessary or desirable to consummate the
                  transactions contemplated by this Agreement.

         8.3      [Reserved]

         8.4      [Reserved]

         8.5      [Reserved]

9.       INDEMNIFICATION.

         9.1      INDEMNIFICATION OF PPG. Subject to the provisions of this
                  Section 9, PPG shall be indemnified by Concourse and its
                  principal shareholders (the Inside Group), to the extent of
                  their holdings, against any damages, claims, liabilities,
                  losses and expenses, including without limitation reasonable
                  attorney's fees related thereto, of any kind or nature
                  whatsoever which may be sustained or suffered by PPG as a
                  result of any material breach of any representation, warranty
                  or covenant made by Concourse in this Agreement (each a "Loss"
                  and collectively "Losses").

         9.2      INDEMNIFICATION OF CONCOURSE. Subject to the provisions of
                  this Section 9, Concourse, its officers, directors, agents and
                  legal counsel shall be indemnified by PPG against any damages,
                  claims, liabilities, losses and expenses, including without
                  limitation reasonable attorney's fees related thereto, of any
                  kind or nature whatsoever which may be sustained or suffered
                  by Concourse, its officers, directors, agents and legal
                  counsel as a result of any material breach of any
                  representation, warranty or


                                       17

<PAGE>   18



                  covenant made by PPG in this Agreement (each a "Loss" and
                  collectively "Losses"); provided that after the Effective
                  Time, Concourse's right to recovery on any such
                  indemnification claim or other claim involving breach of this
                  Agreement shall be limited to a total of Twenty-five Thousand
                  Dollars ($25,000).

         9.3      NOTICE OF INDEMNIFICATION CLAIMS. Promptly after the receipt
                  by an indemnified party of notice from any third party of any
                  suit, claim, demand or investigation as to which such party
                  may seek indemnification under this Agreement, the party
                  receiving such notice shall notify the party or parties from
                  whom it is seeking indemnification (the "Indemnifying Party").
                  In the case of a claim asserted by a third party, such
                  Indemnifying Party shall have the right to defend at its own
                  expense by its own counsel such matter to the extent of the
                  potential indemnification liability of the Indemnifying Party.
                  If the Indemnifying Party shall undertake to defend the
                  matter, it shall promptly notify the other party or parties of
                  such determination.

         9.4      LIMITATIONS ON INDEMNIFICATION CLAIMS. The right to
                  indemnification under this Agreement shall be limited as
                  follows:

                  (A)      No claims for indemnification shall be made more than
                           two years after the Closing Date, and any such claims
                           which have been made and remain outstanding two years
                           after the Closing Date shall be processed to a
                           conclusion.

                  (B)      Any proceeds from insurance paid to the party seeking
                           indemnification as a result of the Loss shall
                           constitute a reduction of the amount of the Loss for
                           purposes of indemnification.

                  (C)      The calculation of the Loss shall take into account
                           any tax liabilities and/or tax benefits attributable
                           to the Loss.

                  (D)      No claim for indemnification shall be made unless the
                           amount of the Loss for which the claim is made, after
                           any reductions as provided in (B) and (C) above,
                           exceeds a threshold of $10,000 and the claim shall be
                           only for the amount of the Loss in excess of such
                           $10,000 threshold.

10.      TERMINATION.

         10.1     Notwithstanding any provision in this Agreement contrary, this
                  Agreement may be terminated, and the transactions contemplated
                  by this Agreement abandoned, at any time on or prior to the
                  Closing Date

                  (A)      by mutual written consent of Concourse and PPG;



                                       18

<PAGE>   19



                  (B)      by Concourse if any of the conditions set forth in
                           Section 3.2 have not been satisfied, or waived in
                           writing by Concourse, on the Closing Date;

                  (C)      by PPG if any of the conditions set forth in Section
                           3.1 have not been satisfied, or waived in writing by
                           PPG, on the Closing Date; or

                  (D)      by either Concourse or PPG in writing if the Closing
                           does not occur on or prior to December 31, 1998.

         10.2     If Concourse or PPG desires to terminate this Agreement
                  pursuant to Section 10.1, that party must give written notice
                  to the other party. Upon receipt of that notice, this
                  Agreement will be terminated without further action by any
                  party.

         10.3     If this Agreement is terminated as provided in this Section
                  10, this Agreement will become void and of no further force
                  and effect, except for the provisions of:

                  (A)      Section 8.2 (Publicity);

                  (B)      this Section 10;

                  (C)      Section 11.2 (Certain Expenses);

                  (D)      Section 11.3 (Attorneys' Fees and Expenses);

                  (E)      Section 11.4 (Notices); and

                  (F)      Section 11.5 (Miscellaneous).

         10.4     Nothing contained in this Section 10 will release any party
                  from any liability for any breach by such party of any of the
                  terms or provisions of this Agreement or impair the right of
                  any party to compel specific performance by another party of
                  its obligations under this Agreement.

11.      GENERAL PROVISIONS.

         11.1     NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Except as
                  specifically contemplated by this Agreement, none of the
                  representations and warranties in this Agreement, or in any
                  instrument delivered pursuant to this Agreement, will survive
                  the Effective Time.

         11.2     CERTAIN EXPENSES. Whether or not the transactions contemplated
                  by this Agreement are consummated, and except as otherwise
                  provided in this Agreement, all costs and expenses incurred in
                  connection with this Agreement and the transactions


                                       19

<PAGE>   20



                  contemplated by this Agreement must be paid by the party
                  incurring those costs or expenses.

         11.3     ATTORNEYS' FEES. Should any litigation be commenced concerning
                  this Agreement, or the rights and duties of any party with
                  respect to it, the party prevailing will be entitled, in
                  addition to such other relief as may be granted, to a
                  reasonable sum for such party's attorneys' fees and expenses
                  determined by the court in such litigation or in a separate
                  action brought for that purpose. This Section 11.3 will
                  survive the Merger indefinitely.

         11.4     NOTICES. All notices, and replies to such notices, required
                  under this Agreement must be in writing, properly addressed to
                  the other party, signed by the party giving notice, and may be
                  delivered by hand, sent by facsimile transaction, sent by a
                  nationally-recognized overnight delivery service, or sent by
                  certified mail, return receipt requested. Notices are
                  effective upon receipt. Notices sent by mail are deemed to be
                  received on the date of receipt indicated by the return
                  verification provided by the U.S. Postal Service. Notice sent
                  by a nationally-recognized overnight delivery service are
                  deemed to be received on the next business day after date of
                  sending. Notices sent by facsimile are deemed to be received
                  the date on which sent and are conclusively presumed to have
                  been received if the sender's copy of the facsimile
                  transaction contains the "answer back" of the other party's
                  facsimile transaction. Notice must be given, mailed or sent to
                  the parties at the following addresses, or at such other
                  address as may be given by proper notice. This Section 11.4
                  will survive the Merger indefinitely.

                  If to Concourse addressed to:

                           Concourse Corporation
                           2545 Dunwoody Lane
                           Wayzata, MN  55391
                           Attn: William Hultgren
                           Fax No.: 612-471-7250

                  with a copy to (which copy does not constitute notice):

                           Frommelt & Eide, Ltd.
                           900 Second Avenue South, Suite 580
                           Minneapolis, MN 55402
                           Attn: Roger H. Frommelt
                           Fax No.: 612-342-2761

                  If to PPG, addressed to:

                           The Peoples Publishing Group, Inc.
                           230 W. Passaic Street
                           Maywood, NJ 07607





                                       20

<PAGE>   21



                           
                           Attn: James J. Peoples
                           Fax No.: 201-712-0045

                  with a copy to (which copy does not constitute notice):

                           Lindquist & Vennum P.L.L.P.
                           4200 IDS Center
                           80 South Eighth Street
                           Minneapolis, MN  55402
                           Attn: John R. Houston
                           Fax No.:  612-371-3207

         11.5     MISCELLANEOUS. No amendment to this Agreement is effective
                  unless it is in writing and signed by each party. The headings
                  contained in this Agreement, or in any Schedule or Exhibit,
                  are for reference purposes only and do not affect in any way
                  the meaning or interpretation of this Agreement. This
                  Agreement may be executed in one or more counterparts, all of
                  which are considered one and the same agreement, and are
                  effective when one or more of those counterparts have been
                  signed by each of the parties and delivered to the other
                  parties. This Agreement constitutes the entire agreement and
                  understanding between the parties with respect to the subject
                  matter of this Agreement and supersedes all prior agreements
                  and understandings relating to that subject matter. If any
                  provision of this Agreement, or the application of any such
                  provision to any Person or circumstance, is held invalid,
                  illegal or unenforceable in any respect by a court of
                  competent jurisdiction, such invalidity, illegality or
                  unenforceability will not affect any other provision of this
                  Agreement. No party may assign or otherwise transfer any of
                  its rights or obligations under this Agreement without the
                  prior written consent of each of the other parties; provided,
                  however, that PPG may assign its rights hereunder to an
                  affiliate or subsidiary without the consent of Concourse. This
                  Agreement is for the sole benefit of the parties and their
                  permitted assigns, and nothing in this Agreement is intended
                  to give to any Person, other than such parties and persons,
                  any legal or equitable rights under this Agreement. This
                  Agreement is governed in accordance with the internal laws of
                  the State of Minnesota, without regard to the conflict of laws
                  statutes or provisions of any jurisdiction. This Section 11.5
                  will survive the Closing Date indefinitely.

12.      CERTAIN DEFINITIONS.

         12.1     "CONFIDENTIAL INFORMATION"

                  (A)      "Confidential Information" means

                           (1)      all written financial, technical, commercial
                                    or other information disclosed by one party
                                    to the other, its directors, officers,
                                    employees, advisors or affiliates (such
                                    Person is referred to as a "Recipient") in

                                       21

<PAGE>   22



                                    
                                    connection with the transactions
                                    contemplated by this Agreement, which
                                    information is marked "Confidential";

                           (2)      the fact of the transactions contemplated by
                                    this Agreement; and

                           (3)      each of the terms, conditions and other
                                    provisions contained in this Agreement and
                                    the agreements or documents delivered
                                    pursuant to this Agreement.

                  (B)      Notwithstanding Section 12.1(A), Confidential
                           Information does not include any information that

                           (1)      is in the public domain at the time of
                                    disclosure to the Recipient or becomes part
                                    of the public domain after such disclosure
                                    through no action or fault of any Recipient;

                           (2)      is already know by Recipient from
                                    independent sources at the time of
                                    disclosure to such Recipient other than as a
                                    result of a breach of any provision of this
                                    Agreement; or from any source who, after
                                    reasonable investigation by Recipient, is
                                    not bound by any confidentiality agreement
                                    with, or other contractual, legal or
                                    fiduciary duty of confidentiality to the
                                    party to this Agreement who made the
                                    disclosure; or

                           (3)      is subsequently disclosed to a Recipient by
                                    any Person who is not a party to this
                                    Agreement (but only if that Recipient does
                                    not have actual knowledge after reasonable
                                    investigation that such Person is prohibited
                                    from disclosing such information, either by
                                    reason of contract or legal or fiduciary
                                    obligation) and who has a legal right to
                                    transmit that information.

         12.2     "ENVIRONMENTAL LAWS" means all applicable federal, state and
                  local laws and regulations now in effect relating to pollution
                  or the protection of the environment (including, without
                  limitation, ambient air, surface water, groundwater, land
                  surface or subsurface strata), including, without limitation,
                  the Comprehensive Environmental Response, Compensation, and
                  Liability Act, 42 U.S.C.A. Sections 9601 et seq., the Resource
                  Conversation and Recovery Act, 42 U.S.C.A. Sections 6901 et
                  seq., the Clean Water Act, 33 U.S.C.A. Sections 1251 et seq.,
                  the Clean Air Act 42 U.S.C.A. Sections 7401 et seq., and The
                  Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq.

         12.3     "INTELLECTUAL PROPERTY" means all of the following (and all
                  amendments, modifications, and improvements thereto):

                  (A)      letters patent and patent applications;



                                       22

<PAGE>   23





                  (B)      tradenames, trademarks or service marks, and all
                           registrations and applications related thereto,
                           common law trademarks, and all goodwill associated
                           therewith;

                  (C)      copyrights and copyright registrations and
                           applications; and

                  (D)      discoveries, ideas, technology, know-how, trade
                           secrets, processes, formulas, drawings and designs,
                           computer programs or software.

         12.4     "KNOWLEDGE" means the actual knowledge of the officers of
                  Concourse or PPG, as applicable.

         12.5     "LIEN" means any lien, encumbrance, security interest, pledge,
                  mortgage, option, charge or similar restriction.

         12.6     "MATERIAL CONTRACTS" means those contracts and agreements that

                  (A)      relate to the borrowing of money or the guaranty of
                           any obligation for the borrowing of money;

                  (B)      involve the receipt or payment of more than $5,000
                           ($25,000 in the case of PPG) in any one year;

                  (C)      prohibits or limits the ability of either party to
                           engage in any business or compete with any Person; or

                  (D)      obligates a party to purchase goods or services for
                           consideration in excess of $5,000 ($25,000 in the
                           case of PPG).

         12.7     "MATERIAL ADVERSE EFFECT" means any effect on any entity that
                  is, in the aggregate, materially adverse to the business,
                  operations or financial condition of that entity, other than
                  an effect which is the result of changes in (i) the general
                  economic conditions affecting the industry in which the entity
                  operates, (ii) applicable laws or regulations or the official
                  interpretations of such law or regulations, or (iii) generally
                  accepted accounting principles.

         12.8     "PERSON" means any natural person or entity.

         12.9     "PLAN" means any "employee benefit plan," "employee pension
                  benefit plan," "defined benefit plan" or "multiemployer
                  benefit plan" which Concourse maintains, contributes to, or is
                  required to maintain or contribute to. As used in this
                  Agreement, the terms "employee benefit plan," "employee
                  pension benefit plan," "defined benefit plan," and
                  "multiemployer benefit plan" have the respective meanings
                  assigned to




                                       23

<PAGE>   24



                  each of them in Section 3 of ERISA and any applicable rules
                  and regulations promulgated under ERISA.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                          THE PEOPLES PUBLISHING GROUP, INC.

                                          By
                                            -----------------------------------
                                           Its                                
                                              ---------------------------------


                                          CONCOURSE CORPORATION

                                          By
                                            -----------------------------------
                                           Its                                
                                              ---------------------------------
                                          

                                          PEOPLES ACQUISITION CORPORATION

                                          By
                                            -----------------------------------
                                           Its                                
                                              ---------------------------------
                                                                               


                                       24

<PAGE>   25



                         INDEX OF SCHEDULES AND EXHIBITS


EXHIBITS

Exhibit A            Articles and Plan of Merger
Exhibit 1.1(D)       Terms of 1998 Convertible Stock
Exhibit 1.1(E)       Terms of 1990 and 1993 Convertible Stock
Exhibit 3.1(C)       Opinion of Counsel for Concourse
Exhibit 3.2(C)       Opinion of Counsel for PPG
Exhibit 7.1          Loan Note


SCHEDULES

Schedule 3.1(G)      Concourse Financial Statements
Schedule 4.13(B)     Concourse Litigation
Schedule 4.17        Concourse ERISA Plans
Schedule 4.19        Concourse Transactions with Affiliates
Schedule 5.3         PPG Conflicts
Schedule 5.5         PPG Capitalization
Schedule 5.7         PPG Financial Statements







<PAGE>   26




                                    EXHIBIT A

                               ARTICLES OF MERGER
                                       OF
                        PEOPLES ACQUISITION CORPORATION,
                             A MINNESOTA CORPORATION
                                      INTO
                       THE PEOPLES PUBLISHING GROUP, INC.,
                             A DELAWARE CORPORATION

         These Articles of Merger are adopted pursuant to Minnesota Statute
302A.615 by Peoples Acquisition Corporation, a Minnesota corporation, (the
"Merging Corporation") and The Peoples Publishing Group, Inc., a Delaware
corporation, (the "Surviving Corporation").

         The Surviving Corporation and the Merging Corporation do hereby agree
and certify that:

         1. Attached hereto and incorporated herein is the Plan of Merger dated
__________, 1998 (the "Plan of Merger") for the merger of the Merging
Corporation with and into the Surviving Corporation.

         2. The Plan of Merger has been duly adopted and approved by the Board
of Directors and sole shareholder of the Surviving Corporation pursuant to
Section 302A.613 of the Minnesota Business Corporation Act and by the Board of
Directors and shareholders of the Merger Corporation pursuant to Section 252 of
the General Corporation Law of the State of Delaware. The Plan of Merger has
been duly signed and delivered.

         IN WITNESS WHEREOF, the parties have caused this instrument to be
executed this _____ day of ______________, 1998.

                                            THE PEOPLES PUBLISHING GROUP, INC.


                                          By
                                            -----------------------------
                                          Its                            
                                             ----------------------------
                                            

                                          PEOPLES ACQUISITION CORPORATION


                                          By
                                            -----------------------------
                                          Its                            
                                             ----------------------------
                                            




<PAGE>   27



                                 PLAN OF MERGER


         This Plan of Merger (the "Plan"), dated as of __________, 1998, is
among The Peoples Publishing Group, Inc., a Delaware corporation ("PPG"),
Concourse Corporation, a Minnesota corporation ("Concourse"), and Peoples
Acquisition Corporation ("Acquisition Corporation"), a Minnesota corporation
that is a wholly-owned subsidiary of Concourse. In this Plan, PPG, Concourse and
Acquisition Corporation are sometimes collectively referred to as the
"Constituent Corporations" and individually as a "Constituent Corporation".

                                   BACKGROUND

         PPG, Concourse, and Acquisition Corporation entered into an Amended and
Restated Agreement and Plan of Merger, dated as of August 31, 1998 (the
"Agreement"), which contemplates the merger (the "Merger") referred to in this
Plan.

         The respective boards of directors of the Constituent Corporations deem
it desirable and in the best interests of each corporation and its shareholders
that Acquisition Corporation be merged with and into PPG. PPG will be the
surviving corporation (the "Surviving Corporation"), in accordance with the laws
of the states of Minnesota and Delaware and on the terms set forth in this Plan.

         The parties agree as follows:

                                    ARTICLE 1
                   MERGER OF PPG INTO ACQUISITION CORPORATION

         At the Effective Time (as defined in Article 4), Acquisition
Corporation will be merged into PPG in accordance with the laws of the states of
Minnesota and Delaware, the separate existence of Acquisition Corporation will
then cease, and PPG will be the Surviving Corporation. The Surviving Corporation
will continue its corporate existence under the laws of the state of Delaware
under the name "The Peoples Publishing Group, Inc." and will possess all the
rights, privileges, power and franchises of each of PPG and Acquisition
Corporation.

                                    ARTICLE 2
          CERTIFICATE OF INCORPORATION; BYLAWS; OFFICERS AND DIRECTORS

         The Certificate of Incorporation of PPG in effect at the Effective Time
will be the Certificate of Incorporation of the Surviving Corporation until
amended in accordance with applicable law. The Bylaws of PPG in effect at the
Effective Time will be the Bylaws of the Surviving Corporation, until amended in
accordance with applicable law.

                                    ARTICLE 3
                         EXCHANGE OF SHARES AND OPTIONS

         The manner of exchanging the shares of PPG at the Effective Time will
be as follows:


                                        1

<PAGE>   28



         At the Effective Time, each issued and outstanding share of common
stock of PPG will, by virtue of the Merger and without any action on the part of
the holder thereof, be converted into one (1) share of 1998 Convertible Stock of
Concourse; each issued and outstanding share of 1990 convertible preferred stock
of PPG will, by virtue of the Merger and without any action on the part of the
holder thereof, be converted into one (1) share of 1990 Convertible Stock of
Concourse; each issued and outstanding share of 1993 convertible preferred stock
of PPG will, by virtue of the Merger and without any action on the part of the
holder thereof, be converted into one (1) share of 1993 Convertible Stock of
Concourse; and, each option issued and outstanding for the purchase of a share
of common stock of PPG will, by virtue of the Merger and without any action on
the part of the holder hereof, be converted into an option to purchase 21.75
shares of Concourse common stock at an exercise price equal to 1/21.75 of the
exercise price of the outstanding options to purchase common stock of PPG, and
otherwise on identical terms and conditions as the outstanding options to
purchase PPG common stock. Following the Merger, certificates and agreements
representing new Convertible Stock of Concourse and options, as applicable, will
be mailed to holders of PPG common and preferred stock and options, PPG common
and preferred stock certificates will be canceled, and issued and outstanding
shares of Acquisition Corporation common stock will become an equal number of
shares of common stock of the Surviving Corporation.

                                    ARTICLE 4
                            EFFECTIVE DATE OF MERGER

         If this Plan is not terminated or abandoned as provide in Article 5 of
this Plan, as soon as practicable after the conditions provided for in the
Agreement have been satisfied or waived in writing, this Plan of Merger must be
filed, certified and acknowledged in compliance with the provisions of the
Minnesota Business Corporation Act and the Delaware General Corporation Law to
be effective upon such filings (such hour and date of filing being referred to
as the "Effective Time").

                                    ARTICLE 5
                  ABANDONMENT OF MERGER; AMENDMENT OF AGREEMENT

         5.1 This Plan may be terminated and the Merger abandoned at any time
prior to the Effective Time, whether before or after submission to or adoption
by the shareholders of the Constituent Corporations, only in accordance with the
provisions of the Agreement.

         5.2 This Plan may be amended or modified at any time prior to the
Effective Time by the mutual agreement of the boards of directors of the
Constituent Corporations, whether before or after adoption thereof by the
shareholders of the Constituent Corporations. But, no such amendment or
modification may be made which may affect the rights of the shareholders of the
Constituent Corporations in a manner which, in the judgment of the respective
boards of directors, is materially adverse to such shareholders.



                                        2

<PAGE>   29



                                    ARTICLE 6
                                  COUNTERPARTS

         This Plan may be executed in any number of counterparts, each of which
when executed is deemed to be an original, and such counterparts will together
constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Plan as of the day
and year first above written.


                                        THE PEOPLES PUBLISHING GROUP, INC.


                                        By
                                          ------------------------------------
                                        Its                                
                                           -----------------------------------


                                        CONCOURSE CORPORATION


                                        By
                                          ------------------------------------
                                        Its                                
                                           -----------------------------------
                                        

                                        PEOPLES ACQUISITION CORPORATION

                                        By
                                          ------------------------------------
                                        Its                                
                                           -----------------------------------

                                        


                                            3

<PAGE>   30



                                 Exhibit 1.1(D)

                  Terms of 1998 Convertible Stock of Concourse

                                   (Attached)




















<PAGE>   31



                                 Exhibit 1.1(E)

              Terms of 1990 and 1993 Convertible Stock of Concourse

                                   (Attached)




















<PAGE>   32



                                 Exhibit 3.1(C)

                        Opinion of Counsel for Concourse

1.       Concourse and Peoples Acquisition are corporations validly existing and
         in good standing under the laws of the state of Minnesota, and have
         full corporate power to own and hold their respective properties and to
         carry on their respective businesses as now conducted.

2.       The authorized capital stock of Concourse consists of 10,000,000 shares
         having a par value of $0.01 per share, 6,000,000 of which are common
         shares, and 4,000,000 of which are undesignated shares. In compliance
         with Minnesota Statutes, Section 302A.401, the Board of Directors of
         Concourse has designated 1,300,000 shares as 1990 Redeemable
         Convertible Stock, 700,000 shares as 1993 Redeemable Convertible Stock
         and 600,000 shares as 1998 Convertible Stock.

3.       There are 3,067,512 common shares issued and oustanding; and no shares
         of 1990 Redeemable Convertible Stock or 1993 Redeemable Convertible
         Stock are issued or outstanding. All of the oustanding shares of the
         Concourse common stock or 1998 Convertible Stock are duly authorized,
         validly issued, and, to our knowledge, fully paid for and
         non-assessable. To our knowledge, there are no outstanding
         subscriptions, options, warrants, calls, rights, convertible securities
         or other agreements or commitments of any character relating to the
         capital stock of Concourse, other than as contemplated by the
         Agreement. To our knowledge, with the exception of Peoples Acquisition,
         Concourse does not hold, directly or indirectly, any outstanding
         equitable, legal or beneficial interests in any corporation or other
         entity.

4.       The authorized capital stock of Peoples Acquisition consists of 1,000
         shares of common stock, $0.01 par value per share, of which 100 shares
         are issued and outstanding and held of record and beneficially owned by
         Concourse. To our knowledge, there are no outstanding subscriptions,
         options, warrants, calls, rights, convertible securities or other
         agreements or commitments of any character relating to the capital
         stock. To our knowledge, Peoples Acquisition Corporation does not hold,
         directly or indirectly, any outstanding equitable, legal or beneficial
         interests in any corporation or other entity.

5.       All shares of the capital stock of Concourse received by PPG
         shareholders as contemplated by the Agreement will, when issued and
         delivered in accordance with the Agreement, be duly authorized, validly
         issued, fully paid and non-assessable shares not subject to any
         preemptive rights.

6.       Concourse and Peoples Acquisition have full corporate power and
         authority to execute and deliver the Agreement and to carry out the
         transactions contemplated therein. All actions required to be taken by
         Concourse and Peoples Acquisition to authorize the execution and
         delivery of the Agreement and the performance of the transactions
         contemplated thereby have been duly taken in compliance with all
         applicable laws. The Agreement has been duly


                                        1

<PAGE>   33



         executed and delivered by the Concourse and Peoples Acquisition and
         constitutes legal, valid and binding obligations of Concourse and
         Peoples Acquisition, which are enforceable in accordance with their
         terms.

7.       Except as disclosed in the schedules to the Agreement, to our knowledge
         there are no legal, administrative, arbitration or other proceedings or
         governmental investigations pending or threatened against Concourse or
         Peoples Acquisition which, if resolved unfavorably would have a
         material adverse effect on Concourse or Peoples Acquisition.



















                                        2

<PAGE>   34


                                 Exhibit 3.2(C)

                           Opinion of Counsel for PPG